UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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November
20, 2014
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GAMESTOP CORP.
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(Exact name of registrant as specified in its charter)
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Delaware
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1-32637
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20-2733559
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(State or other jurisdiction
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(Commission
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(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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625 Westport Parkway, Grapevine, TX
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76051
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
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(817) 424-2000
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(Former name or former address, if changed since last report.)
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Check the
appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions (see General Instruction A.2. below):
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
The following information is furnished pursuant to Item 2.02, “Results
of Operations and Financial Condition,” and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended, or otherwise subject to the liabilities of that section.
On November 20, 2014, GameStop Corp. (“the Company”) issued a press
release announcing its financial results for its third quarter ended
November 1, 2014. A copy of the press release is attached hereto as
Exhibit 99.1.
The information contained in this Current Report, including the exhibit,
shall not be incorporated by reference into any filing of GameStop
Corp., whether made before or after the date hereof, regardless of any
general incorporation language in such filing, except as otherwise
expressly set forth therein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Press Release issued by GameStop Corp., dated
November 20, 2014.
SIGNATURES
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GAMESTOP CORP.
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(Registrant)
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Date:
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November 20, 2014
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/s/ Robert A. Lloyd
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Name:
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Robert A. Lloyd
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Title:
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Executive Vice President &
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Chief Financial Officer
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Table of Contents
GAMESTOP CORP.
EXHIBIT INDEX
Exhibit Number
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Description
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99.1
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Press Release issued by GameStop Corp., dated November 20, 2014.
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Exhibit 99.1
GameStop
Reports Third Quarter 2014 Results
New
hardware sales increase 147.4%
Digital
receipts rise 52.4%
2014
Full Year Guidance Range Narrowed to $3.40 to $3.55; Indicates 13.5% to
18.5% Growth for 2014
GRAPEVINE, Texas--(BUSINESS WIRE)--November 20, 2014--GameStop Corp.
(NYSE: GME), a family of specialty retail brands that makes the most
popular technologies affordable and simple, today reported sales and
earnings for the third quarter ended November 1, 2014.
Third Quarter Results
Total global sales for the third quarter of 2014 were $2.09 billion, a
decline of 0.7% compared to $2.11 billion in the prior year quarter.
Consolidated comparable store sales were -2.3%. Topline and comparable
store sales were negatively impacted by the delayed release of Assassin’s
Creed Unity.
During the quarter, new hardware sales increased 147.4%, greatly
outpacing industry growth of 102.4%. After the first 12 months since
launch, the U.S. installed base of the Sony PlayStation 4 and Microsoft
Xbox One is 73% greater than the PlayStation 3 and Xbox 360 base was
over the same period.
The company reached 47.3% new software market share during the quarter,
its second highest ever, despite new software sales declining 34.4%. The
decrease was primarily due to overlapping the company’s record market
share of last year’s AAA titles, such as Grand Theft Auto V,
Battlefield 4, Batman: Arkham Origins, Pokemon X/Y,
and Assassin’s Creed IV: Black Flag.
The pre-owned/value category recorded its third straight quarter of
positive growth, +2.6%, led by consumers discovering value in the
affordably priced pre-owned video game consoles.
Sales in the mobile & consumer electronics category rose 125.0%, led by
continued expansion and strong results of Spring Mobile. The Technology
Brands segment contributed 11.0% of the company’s third quarter
operating profit, driven by an 11% operating margin.
Non-GAAP digital receipts increased 52.4% to $210.3 million, or $54.9
million of sales on a GAAP basis, led by growth of downloadable content,
platform currency and international digital sales.
Global multichannel sales (mobile, web-in-store, pick-up at store,
ecommerce) improved 20.1% over last year, led by 91.4% growth in the
pick-up at store program, where customers can hold a product online and
pick it up at a local store. The GameStop mobile app now has six million
installs and 69% of www.gamestop.com’s visits originate from a
mobile phone or tablet.
“Overall, most of our major product categories performed very well, but
our third quarter results were impacted by Assassin’s Creed Unity moving
out of October,” stated Paul Raines, chief executive officer. “As we
look at the holiday quarter, we are focused on relentlessly applying our
competitive advantages: convenience, strong CRM, knowledgeable
associates and value through our unique forms of currency, which include
buy-sell-trade and the new PowerUp Rewards credit card, to deliver a
successful quarter.”
In the third quarter, as a result of the sale and shutdown of certain
business operations, the company recorded non-recurring charges of $13.9
million, $7.9 million net of tax benefits, or $0.07 per share. A
reconciliation of non-GAAP adjusted net income to GAAP net income is
included with this release (Schedule III).
Excluding the one-time charges, GameStop’s adjusted net earnings for the
third quarter were $64.3 million compared to net earnings of $68.6
million in the prior year quarter. Adjusted diluted earnings per share
were $0.57 compared to adjusted diluted earnings per share of $0.58 in
the prior year quarter.
Including the one-time charges, GameStop’s third quarter net earnings
were $56.4 million compared to net earnings of $68.6 million in the
prior year quarter. Diluted earnings per share were $0.50 compared to
diluted earnings per share of $0.58 in the prior year quarter.
Capital Allocation Update
During the third quarter of 2014, GameStop repurchased 3.58 million
shares at an average price of $40.25, or $144.0 million of stock,
representing the highest amount deployed in a quarter since the company
began its buyback program. Year-to-date, 6.8 million shares, or $271.7
million of stock, have been repurchased. Life-to-date, 67.4 million
shares have been repurchased at an average price of $24.36 for a total
of $1.64 billion.
In September 2014, the company announced that it had issued $350 million
in aggregate principal amount of 5.50% senior notes due 2019 (which
represents an upsizing of $100 million). The net proceeds from the
offering were used to pay down the remaining outstanding balance of its
asset-based facility and will be used for general corporate purposes,
which may include acquisitions, dividends and stock buybacks.
On November 11, 2014, the company announced that its board of directors
approved a new $500 million share repurchase plan, replacing the
remaining $176 million available on the existing authorization.
GameStop’s board of directors also declared a quarterly cash dividend of
$0.33 per common share payable on December 16, 2014, to shareholders of
record as of the close of business on November 25, 2014.
Earnings Guidance
Based on several titles being moved out of 2014 and the current sales
trends of prior gen software, GameStop is narrowing its previous
guidance. For the fourth quarter of fiscal 2014, GameStop expects
comparable store sales to range from -5.0% to +2.0%. Diluted earnings
per share are expected to range from $2.08 to $2.24, representing +10.0%
to +18.5% growth over the prior year quarter.
For fiscal year 2014, diluted earnings per share are now expected to
range from $3.40 to $3.55, excluding the non-recurring charges of $0.07,
representing +13.5% to +18.5% growth over the prior year. Full year
comparable store sales are now expected to range from +2.0% to +5.0%.
Note: Current guidance only includes the effect of the shares
repurchased thus far in fiscal 2014.
Conference Call Information
A conference call with GameStop Corp.’s management is scheduled for
November 20, 2014 at 4:00 p.m. CST to discuss the company’s financial
results. The phone number for the call is 1-800-499-7921 and the pass
code is 3850392. This call can also be accessed at GameStop Corp.’s
investor relations home page at http://investor.GameStop.com/.
The conference call will be archived for two months on GameStop’s
corporate website.
About GameStop
GameStop Corp. (NYSE: GME), a Fortune 500 and S&P 500 company
headquartered in Grapevine, Texas, is a global, multichannel video game,
consumer electronics and wireless services retailer. GameStop operates
more than 6,600 stores across 14 countries. The company’s consumer
product network also includes www.gamestop.com; www.Kongregate.com,
a leading browser-based game site; Game Informer® magazine, the
world’s leading print and digital video game publication; and www.buymytronics.com,
an online consumer electronics trade-in platform. In addition, our
Technology Brands segment includes our Simply Mac, Spring Mobile and
Cricket stores. Simply Mac, www.simplymac.com, operates 46
stores, selling the full line of Apple products, including laptops,
tablets, and smartphones and offering Apple certified warranty and
repair services. Spring Mobile, http://springmobile.com, sells
post-paid AT&T services and wireless products through its 311 AT&T
branded stores. Cricket Wireless, www.cricketwireless.com, offers
pre-paid wireless services, devices and related accessories. We operate
51 Cricket stores in select markets throughout the United States.
General information about GameStop Corp. can be obtained at the
company's corporate website. Follow GameStop on Twitter @ www.twitter.com/GameStop
and find GameStop on Facebook @ www.facebook.com/GameStop.
Non-GAAP Measures
As a supplement to our financial results presented in accordance with
U.S. generally accepted accounting principles (GAAP), GameStop uses
certain non-GAAP measures, such as digital receipts, to provide a
clearer perspective of the current operating performance of the company.
GameStop defines digital receipts as the full amount paid by the
customer for digital content at the time of sale and/or the value
attributed to digital content when physical and digital products are
sold combined. Non-GAAP financial measures should be viewed in addition
to, and not as an alternative for, the company's reported GAAP financial
results.
Safe Harbor
This press release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements may include, but are not limited to, the outlook for the
fourth quarter and fiscal 2014, future financial and operating results,
projected store openings, the company's plans, objectives, expectations
and intentions, and other statements that are not historical facts. Such
statements are based upon the current beliefs and expectations of
GameStop's management and are subject to significant risks and
uncertainties. Actual results may differ from those set forth in the
forward-looking statements. GameStop undertakes no obligation to
publicly update or revise any forward-looking statements. The following
factors, among others, could cause actual results to differ from those
set forth in the forward-looking statements: the inability to obtain
sufficient quantities of product to meet consumer demand, including
console hardware and accessories; the timing of release of video game
titles for current generation consoles; the risks associated with
international operations, wireless industry operations and the
integration of acquisitions; the impact of increased competition and
changing technology in the video game industry, including browser and
mobile games and alternative methods of distribution; and economic,
regulatory and other events, including litigation, that could reduce or
impact consumer demand or affect the company’s business. Additional
factors that could cause GameStop's results to differ materially from
those described in the forward-looking statements can be found in
GameStop's Annual Report on Form 10-K for the fiscal year ended Feb. 1,
2014 filed with the SEC and available at the SEC's Internet site at http://www.sec.gov
or http://investor.GameStop.com.
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GameStop Corp.
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Condensed Consolidated Statements of Operations
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(in millions, except per share data)
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(unaudited)
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13 weeks
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13 weeks
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ended
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ended
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Nov 1, 2014
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Nov 2, 2013
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Net sales
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$
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2,092.2
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$
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2,106.7
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Cost of sales
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1,470.0
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1,508.3
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Gross profit
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622.2
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598.4
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Selling, general and administrative
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expenses
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494.3
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448.5
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Depreciation and amortization
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38.1
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40.8
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Operating earnings
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89.8
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109.1
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Interest expense, net
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3.1
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0.7
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Earnings before income tax expense
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86.7
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108.4
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Income tax expense
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30.3
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39.8
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Net income
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$
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56.4
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$
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68.6
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Net income per common share:
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Basic
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$
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0.50
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$
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0.59
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Diluted
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$
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0.50
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$
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0.58
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Dividends per common share
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$
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0.33
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$
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0.275
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Weighted average common shares
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outstanding:
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Basic
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111.9
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116.8
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Diluted
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112.9
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118.1
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Percentage of Net Sales:
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Net sales
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100.0
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%
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100.0
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%
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Cost of sales
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70.3
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%
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71.6
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%
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Gross profit
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29.7
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%
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28.4
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%
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Selling, general and administrative
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expenses
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23.6
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%
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21.3
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%
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Depreciation and amortization
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1.8
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%
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1.9
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%
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Operating earnings
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4.3
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%
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5.2
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%
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Interest expense, net
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0.2
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%
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0.0
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%
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Earnings before income tax expense
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4.1
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%
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5.2
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%
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Income tax expense
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1.4
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%
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1.9
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%
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Net income
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2.7
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%
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3.3
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%
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GameStop Corp.
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Condensed Consolidated Statements of Operations
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(in millions, except per share data)
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(unaudited)
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39 weeks
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39 weeks
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ended
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ended
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Nov 1, 2014
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Nov 2, 2013
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Net sales
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$
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5,819.9
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$
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5,355.7
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Cost of sales
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4,020.4
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3,697.6
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Gross profit
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1,799.5
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1,658.1
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Selling, general and administrative
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|
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|
|
expenses
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1,450.7
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|
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1,319.3
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Depreciation and amortization
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|
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116.4
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123.7
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|
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|
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Operating earnings
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232.4
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215.1
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Interest expense, net
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4.8
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2.9
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Earnings before income tax expense
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227.6
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212.2
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Income tax expense
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78.6
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78.5
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Net income
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$
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149.0
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$
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133.7
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Net income per common share:
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Basic
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$
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1.31
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|
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$
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1.14
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Diluted
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$
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1.30
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$
|
1.12
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Dividends per common share
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$
|
0.99
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$
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0.825
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Weighted average common shares
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|
|
|
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outstanding:
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|
|
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Basic
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|
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113.5
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|
|
|
117.7
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Diluted
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|
|
114.4
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|
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118.9
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Percentage of Net Sales:
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Net sales
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100.0
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%
|
|
|
100.0
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%
|
Cost of sales
|
|
|
69.1
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%
|
|
|
69.0
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%
|
|
|
|
|
|
Gross profit
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|
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30.9
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%
|
|
|
31.0
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%
|
|
|
|
|
|
Selling, general and administrative
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|
|
|
|
expenses
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|
|
24.9
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%
|
|
|
24.6
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%
|
Depreciation and amortization
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|
|
2.0
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%
|
|
|
2.3
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%
|
|
|
|
|
|
Operating earnings
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|
|
4.0
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%
|
|
|
4.1
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%
|
|
|
|
|
|
Interest expense, net
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|
|
0.1
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%
|
|
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0.1
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%
|
|
|
|
|
|
|
|
|
|
|
Earnings before income tax expense
|
|
|
3.9
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%
|
|
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4.0
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%
|
|
|
|
|
|
Income tax expense
|
|
|
1.3
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%
|
|
|
1.5
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%
|
|
|
|
|
|
Net income
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|
|
2.6
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%
|
|
|
2.5
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%
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
GameStop Corp.
|
Condensed Consolidated Balance Sheets
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(in millions)
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(unaudited)
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|
Nov 1,
|
|
Nov 2,
|
|
|
|
|
2014
|
|
2013
|
ASSETS:
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
374.0
|
|
$
|
471.9
|
|
Receivables, net
|
|
|
116.9
|
|
|
88.6
|
|
Merchandise inventories, net
|
|
|
1,714.4
|
|
|
1,717.0
|
|
Prepaid expenses and other current assets
|
|
|
179.3
|
|
|
125.0
|
|
Deferred income taxes
|
|
|
59.1
|
|
|
55.0
|
|
|
Total current assets
|
|
|
2,443.7
|
|
|
2,457.5
|
|
|
|
|
|
|
|
Property and equipment:
|
|
|
|
|
|
Land
|
|
|
|
20.1
|
|
|
21.3
|
|
Buildings & leasehold improvements
|
|
|
625.1
|
|
|
604.0
|
|
Fixtures and equipment
|
|
|
890.8
|
|
|
952.9
|
|
|
Total property and equipment
|
|
|
1,536.0
|
|
|
1,578.2
|
|
|
|
|
|
|
|
|
Less accumulated depreciation and amortization
|
|
|
1,071.0
|
|
|
1,105.3
|
|
|
Net property and equipment
|
|
|
465.0
|
|
|
472.9
|
|
|
|
|
|
|
|
Goodwill
|
|
|
|
|
1,408.5
|
|
|
1,371.4
|
Other noncurrent assets
|
|
|
324.4
|
|
|
263.2
|
|
|
Total assets
|
|
$
|
4,641.6
|
|
$
|
4,565.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY:
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
1,316.1
|
|
$
|
1,356.6
|
|
Accrued liabilities
|
|
|
814.6
|
|
|
959.0
|
|
Income taxes payable
|
|
|
16.9
|
|
|
-
|
|
Current portion of debt
|
|
|
3.8
|
|
|
-
|
|
|
Total current liabilities
|
|
|
2,151.4
|
|
|
2,315.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other long-term liabilities
|
|
|
131.4
|
|
|
102.1
|
Long-term debt
|
|
|
|
350.2
|
|
|
-
|
|
|
Total liabilities
|
|
|
2,633.0
|
|
|
2,417.7
|
|
|
|
|
|
|
|
Stockholders' equity
|
|
|
|
2,008.6
|
|
|
2,147.3
|
Total liabilities and stockholders' equity
|
|
$
|
4,641.6
|
|
$
|
4,565.0
|
|
|
|
|
|
|
|
|
|
GameStop Corp.
|
|
|
|
|
|
|
|
|
|
Schedule I
|
Sales Mix
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
|
Nov 1, 2014
|
|
Nov 2, 2013
|
|
|
Net
|
|
Percent
|
|
Net
|
|
Percent
|
|
|
Sales
|
|
of Total
|
|
Sales
|
|
of Total
|
Net Sales (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New video game hardware
|
|
$
|
449.7
|
|
21.5
|
%
|
|
$
|
181.8
|
|
8.6
|
%
|
New video game software
|
|
|
743.7
|
|
35.5
|
%
|
|
|
1,133.1
|
|
53.8
|
%
|
Pre-owned and value video game products
|
|
|
499.3
|
|
23.9
|
%
|
|
|
486.6
|
|
23.1
|
%
|
Video game accessories
|
|
|
132.6
|
|
6.4
|
%
|
|
|
98.0
|
|
4.6
|
%
|
Digital
|
|
|
54.9
|
|
2.6
|
%
|
|
|
46.0
|
|
2.2
|
%
|
Mobile and consumer electronics
|
|
|
126.0
|
|
6.0
|
%
|
|
|
56.0
|
|
2.7
|
%
|
Other
|
|
|
86.0
|
|
4.1
|
%
|
|
|
105.2
|
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
2,092.2
|
|
100.0
|
%
|
|
$
|
2,106.7
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Schedule II
|
Gross Profit Mix
|
(unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
|
Nov 1, 2014
|
|
Nov 2, 2013
|
|
|
|
|
Gross
|
|
|
|
Gross
|
|
|
Gross
|
|
Profit
|
|
Gross
|
|
Profit
|
|
|
Profit
|
|
Percent
|
|
Profit
|
|
Percent
|
|
|
|
|
|
|
|
|
|
Gross Profit (in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
New video game hardware
|
|
$
|
48.4
|
|
10.8
|
%
|
|
$
|
13.7
|
|
7.5
|
%
|
New video game software
|
|
|
172.7
|
|
23.2
|
%
|
|
|
249.1
|
|
22.0
|
%
|
Pre-owned and value video game products
|
|
|
237.8
|
|
47.6
|
%
|
|
|
216.6
|
|
44.5
|
%
|
Video game accessories
|
|
|
49.9
|
|
37.6
|
%
|
|
|
38.1
|
|
38.9
|
%
|
Digital
|
|
|
35.2
|
|
64.1
|
%
|
|
|
31.9
|
|
69.3
|
%
|
Mobile and consumer electronics
|
|
|
50.5
|
|
40.1
|
%
|
|
|
9.3
|
|
16.6
|
%
|
Other
|
|
|
27.7
|
|
32.2
|
%
|
|
|
39.7
|
|
37.7
|
%
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
622.2
|
|
29.7
|
%
|
|
$
|
598.4
|
|
28.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GameStop Corp.
|
|
|
|
|
|
|
|
|
|
Schedule III
|
(in millions)
|
(unaudited)
|
Non-GAAP results
|
|
|
|
|
|
|
|
|
The following table reconciles the company's net income and
earnings per share as presented in its unaudited Consolidated
Statements of Operations and prepared in accordance with Generally
Accepted Accounting Principles ("GAAP") to its non-GAAP net income
and earnings per share, which excludes the effects of business
divestitures.
|
|
|
|
|
|
|
|
|
|
|
|
13 Weeks Ended
|
|
13 Weeks Ended
|
|
39 Weeks Ended
|
|
39 Weeks Ended
|
|
|
Nov. 1, 2014
|
|
Nov. 2, 2013
|
|
Nov. 1, 2014
|
|
Nov. 2, 2013
|
GAAP Net Income
|
|
$
|
56.4
|
|
|
$
|
68.6
|
|
$
|
149.0
|
|
|
$
|
133.7
|
|
|
|
|
|
|
|
|
|
Business divestitures
|
|
|
13.9
|
|
|
|
-
|
|
|
13.9
|
|
|
|
-
|
Tax benefit
|
|
|
(6.0
|
)
|
|
|
-
|
|
|
(6.0
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Net Income
|
|
$
|
64.3
|
|
|
$
|
68.6
|
|
$
|
156.9
|
|
|
$
|
133.7
|
|
|
|
|
|
|
|
|
|
Non-GAAP earnings per share
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
0.57
|
|
|
$
|
0.59
|
|
$
|
1.38
|
|
|
$
|
1.14
|
Diluted
|
|
$
|
0.57
|
|
|
$
|
0.58
|
|
$
|
1.37
|
|
|
$
|
1.12
|
|
|
|
|
|
|
|
|
|
Number of shares used in non-GAAP calculation
|
|
|
|
|
|
|
|
|
Basic
|
|
|
111.9
|
|
|
|
116.8
|
|
|
113.5
|
|
|
|
117.7
|
Diluted
|
|
|
112.9
|
|
|
|
118.1
|
|
|
114.4
|
|
|
|
118.9
|
CONTACT:
Matt Hodges
Vice President,
Public and Investor
Relations
GameStop Corp.
(817) 424-2130
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